Terms and Conditions

STAFFSCANNER TERMS AND CONDITIONS

Effective from 01st April 2025

These Terms and Conditions for the Supply of Temporary Workers apply between Staffscanner (forthwith referred to as Staffscanner) and any Client (as defined below).    

These terms are effective from 01/04/2025 and supersede all previous terms and conditions. All Temporary Workers (as defined below) are introduced and/or supplied by Staffscanner to the Client upon these terms.

AGREED TERMS

1. INTERPRETATION

The following definitions and rules of interpretation apply in this agreement.

1.1 DEFINITIONS

Assignment: has the meaning given in Clause 3 (Client’s obligations).

AWR 2010: the Agency Workers Regulations 2010 (SI 2010/93).

Business Day: a day other than a Saturday, Sunday, or public holiday in Scotland, when banks in Scotland are open for business.

Client:  means any entity, organisation or end user which receives, supervises, or benefits from the services of a Temporary Worker, whether directly or via an intermediary.

Conduct Regulations 2003: the Conduct of Employment Agencies and Employment Businesses Regulations 2003 (SI 2003/3319).

Engage: the employment of a Temporary Worker or engagement directly or indirectly through any employment business other than through Staffscanner (whether for a definite or indefinite period) as a direct result of any Introduction or Assignment to the Client and the terms engaged or engagement shall be construed accordingly

Indemnity: has the meaning given in Clause 9.5, and Indemnified and Indemnifies shall be construed accordingly.

Introduce: the provision to the Client of information by Staffscanner which identifies the Temporary Worker and Introduction and Introduced shall be construed accordingly.

Introduction Date: the date Staffscanner introduces the Temporary Worker to the Client in accordance with Clause 2 (Staffscanners obligations).

Introduction Fee: has the meaning given in Clause 4.1.

Staffscanner: Staffscanner Limited, incorporated and registered with company number SC566169 whose registered office is 125 West Regent Street, Glasgow G2 2SD.

Other Qualifying Payments: any remuneration payable to the Temporary Worker (other than their basic hourly rate), which is not excluded by virtue of regulation 6 of the AWR 2010, such as any overtime, shift premium, commission or any bonus, incentive or rewards which are directly attributable to the amount or quality of work done by a Temporary Worker and are not linked to a financial participation scheme (as defined by the AWR 2010).

Relevant Terms and Conditions: the relevant terms and conditions for any particular Qualifying Temporary Worker as defined in regulation 6 of the AWR 2010.

Screen: carry out pre-vetting checks to the level and criteria as established by Staffscanners standard practices and Screening shall be construed accordingly.

Temporary Worker: Worker Introduced and supplied by Staffscanner to the Client to provide services to the Client not as an employee of the Client, who is deemed to be an agency worker for the purposes of regulation 3 of the AWR 2010.

Temporary Worker Fees: has the meaning given in Clause 6.1.

Territory: The United Kingdom.

Unsatisfactory Temporary Worker: has the meaning given in Clause 5.1.

Valid Opt-Out: means written notification from a company Worker and the individual provided by that company Worker in accordance with regulation 32(9) of the Conduct Regulations 2003, as amended from time to time. 

VAT: Our company is not currently VAT-registered, and therefore, VAT is not charged on our invoices.

Vulnerable Person: as the meaning given in regulation 2 of the Conduct Regulations 2003, namely any person who by reason of age, infirmity, illness, disability, or any other circumstance is in need of care or attention and includes any person under the age of eighteen. 

Worker:an individual worker, or a worker that is a company or other legal entity, as the case may be including any of Staffscanner own employees, workers, or agency staff. 

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules. 

1.4 A reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated or established.

1.5 A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

1.6 A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.

1.7 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.8 A reference to writing or written includes fax, email, or communications through the Staffscanner App.

1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.10 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.11 Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2. STAFFSCANNER’S OBLIGATIONS

2.1) These terms are set out by Staffscanner to the Client for the purposes of the Conduct Regulations 2003, Staffscanner acts as an employment business in relation to the Introduction and supply of Temporary Workers pursuant to this agreement.

2.2) Upon request by the Client, Staffscanner agrees to search, in the Territory and within such timeframe as the Client may specify, for Workers for the Client as Temporary Workers using our innovative platform.

2.3) Staffscanner shall Screen Workers before making them live on the platform and being able to apply for Client shifts the ultimate choice of who attends however shall remain in the control of the Client in accordance with Clause 3. Staffscanner shall Introduce only Workers who have the right to work in the Territory and, in particular, Staffscanner shall comply with the Immigration Asylum and Nationality Act 2006, the Immigration Act 2016 and other relevant UK legislation or equivalent legislation in the relevant jurisdiction as well as any regulations or relevant codes of practice regarding the reporting of labour movements, concealed employment, and the employment of foreign workers. 

2.4)  Where a Worker is required by law or any professional body to have any qualifications, authorisations, or certification to work on the Assignment or the Assignment involves working with any Vulnerable Persons, Staffscanner shall take reasonably practicable steps to obtain any relevant qualifications or authorisations or certification. Staffscanner shall also take all reasonably practicable steps to confirm that the Worker is suitable for the Assignment.

The overall choice shall remain that of the Client based on reviewing the Candidates profile information.

2.5) Prior to the commencement of the Assignment, Staffscanner shall provide the Client, via the Staffscanner platform, confirmation of:

the identity of the Temporary Worker; and
the Temporary Worker’s experience, qualifications, and authorisations necessary for the Assignment.

2.6) Staffscanner shall be responsible for any deduction and payment of all tax, National Insurance contributions and other levies in respect of persons employed by Staffscanner or Temporary Workers.

2.7) Any changes agreed to the services, remuneration or any other aspect of this agreement shall be of no effect unless confirmed in writing or via the Staffscanner App.

2.8) Where requested, Staffscanner will provide references obtained to any client in which a worker carries out, or is scheduled to carry out work for

3. CLIENT’S OBLIGATIONS

When making a request for the provision of a Temporary Worker to perform certain services (Assignment), the Client will give Staffscanner details of the following via the Staffscanner App: 

The date on which the Client requires the Temporary Worker to commence work and the duration, or likely duration, of the work.
The position which the Client seeks to fill, including the type of work the Temporary Worker in that position would be required to do, the location at which, and the hours during which, the Temporary Worker would be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks; clients must also clearly state the current COVID-19 status via the assignment posting.
The experience, qualifications, and any authorisation which the Client considers are necessary, or which are required by law, or by any professional body, for the Temporary Worker to possess to work in the position.
Any expenses payable by or to the Worker (either agreed verbally, via email or through use of the Boost functionality within the Platform which allows additional monies to be paid for undertaking an Assignment); and
Any information reasonably required by Staffscanner for Staffscanner to fulfil its obligations under the AWR 2010.
You will leave feedback relating to your experience of the Temporary Worker and the Assignment (including ratings submitted via our in-built ratings system) and such other information as we may require in relation to Temporary Workers from time.
Prior to posting a Vacancy, and in order for us to be able to facilitate in-platform payments via a third-party payment provider, if appropriate, we will be required to on-board you and perform Know Your Client/Anti-Money Laundering checks. To do this we may require some or all of the following information and documents to evidence such information:
- (a) For an individual:
  - (i) Name
  - (ii) Email
  - (iii) Date of Birth
  - (iv) Nationality
  - (v) Country of Residence
  - (vi) Home Address
  - (vii) Proof of Identity (e.g. passport, driver’s license, etc)
- (b) For a company or other corporate entity:
  - (i) Company Name
  - (ii) Company Number
  - (iii) Company Registered Address
  - (iv) Share Holders Agreement
  - (v) Articles of Association
  - (vi) Incorporation Certificate

4. TEMPORARY TO PERMANENT

If, following the supply of a Temporary Worker by Staffscanner to the Client within the Relevant Period, the Client Engages the Temporary Worker directly or to a third party, the Client will pay Staffscanner the Introduction Fee at the following rate:

4.1) Nurses: £1950 for contract of 20 hours or less per week and £2950 for contract of over 20 hours per week

Senior Healthcare Assistant: £1500

Healthcare Assistant/Support Worker: £950

If within 6 months, following the supply of a Temporary Worker by Staffscanner to the Client, the Client introduces the Temporary Worker to a third party who then engages the Temporary Worker, the Client will pay Staffscanner the Introduction Fee of £5,000 (where the Temporary Worker is a nurse) or £3,000 (where the Temporary Worker is a senior care worker) or £2,000 (where the Temporary Worker is a care worker) .

The Introduction Fee will not be payable if the Client gives written notice to Staffscanner that it intends to continue the hire of the Temporary Worker for a further period of three months (“Extended Assignment”) before it Engages the Temporary Worker other than through Staffscanner, and during the Extended Assignment a minimum of 360 hours (the “Minimum Hours”) are completed by the Temporary Worker.

4.2) 8 weeks commencing on the day after the last day of your supply of that work-seeker to the hirer,

14 weeks commencing on the first day you supplied that work-seeker to the hirer.

Where there has been a break of more than 42 days between assignments then the 14 weeks will be calculated from the start of the later assignment.

The relevant period should be set out in your terms, this is:

5. UNSATISFACTORY TEMPORARY WORKERS

5.1 The Client undertakes to supervise the Temporary Worker to ensure the Client’s satisfaction with the Temporary Worker’s standard of work. If the Client believes that a Temporary Worker is unsuitable to perform the Assignment (an Unsatisfactory Temporary Worker), then the Client shall notify Staffscanner in writing immediately of that fact giving reasonable grounds for its dissatisfaction with the Unsatisfactory Temporary Worker. The Client may also wish to provide a poor review via the rating system within the Platform.

5.2)  The Client may terminate the Assignment by instructing the Unsatisfactory Temporary Worker to leave the Assignment immediately and notifying Staffscanner immediately, or by directing Staffscanner immediately to remove the Unsatisfactory Temporary Worker. In such circumstances, Staffscanner may reduce the charges for the time worked by that Temporary Worker, provided that the Assignment terminates before the end of the first day of the Assignment or within two hours of the start of the Assignment if the Temporary Worker is to be used for less than 12 hours in any one week. 

5.3)In all other circumstances, Staffscanner or the Client may terminate an Assignment at any time in writing or by contacting our on-call team. Where the client terminates an assignment 24 hours’ notice must be provided in writing.

5.4) Where an Assignment is terminated under Clause 5.3, the Client remains responsible for the payment of Temporary Worker Fees (including the Staffscanner fee). 

5.5)  Staffscanner shall notify the Client if it reasonably believes that any Temporary Worker is unsuitable for the Assignment.  Staffscanner may also contact the Client with an alternative Temporary Worker if the Temporary Worker should be unable to commence Assignment for any reason whatsoever. 

6. FEES AND VAT

6.1) The Client will pay Staffscanner Temporary Worker Fees in respect of Temporary Workers in accordance with the scale of charges advised to the Client via the Staffscanner platform. The Temporary Worker Fees comprise of the Temporary Worker’s pay and holiday pay and include Staffscanner commission and employer’s National Insurance contributions (and all other associated oncosts). The following conditions apply to the Temporary Worker Fees:

Fees are calculated according to the number of hours worked by the Temporary Worker (to the nearest quarter hour).
The Client shall during the Assignment verify the number of hours worked by the Temporary Worker. If the Client is unable to verify hours worked due to the Client disputing the hours claimed, the Client shall inform Staffscanner immediately and shall co-operate fully and in a timely fashion with Staffscanner to enable Staffscanner to establish what hours, if any, were worked by the Temporary Worker. The App has a geolocation function which time and date stamps when a Temporary Worker was in attendance and started and ended shift. This shall take precedence if a dispute arises. Clients also have an obligation to their regulatory body to maintain accurate rotas for audit purposes and shall share them in the event of a dispute.
Failure to verify hours does not absolve the Client of its obligation to pay the Temporary Worker Fees in respect of the hours actually worked.
The Client acknowledges that it shall not decline to verify hours worked on the basis that it is dissatisfied with the work performed by the Temporary Worker. In cases of unsuitable or unsatisfactory work the provisions of Clause 5.2 shall apply.
Staffscanner shall submit all invoices verifying the number of hours worked by the Temporary Worker.
Staffscanner shall invoice the Client in arrears and invoices are payable within 14 days of receipt unless explicitly agreed otherwise in writing. No fee is incurred by the Client until the Temporary Worker has commenced the Assignment unless the Client cancels the Assignment within 24 hours (or otherwise agreed) of the commencement time.
Notwithstanding any arrangement with a third party (including but not limited to a master vendor, neutral vendor, or intermediary), the Client shall remain jointly and severally liable for all Temporary Worker Fees relating to services actually received by them, including where payment has not been remitted to Staffscanner by such third party.
Where services are provided to the Client and the Client receives the benefit of such services, Staffscanner shall be entitled to recover the full Temporary Worker Fees directly from the Client, regardless of whether a third party was engaged to manage the supply; and
In the event of non-payment, Staffscanner reserves the right to:
- Charge interest at 8% plus the Bank of Scotland base rate per annum, accruing daily.
- Suspend or terminate services without notice.
- Recover all reasonable legal and collection costs incurred.
Clients may not refuse or delay payment unless they prove a shift was not fulfilled or only partially filled. 
- Evidence must be provided within 48 hours of the shift date.
- Failure to provide timely evidence results in full payment being due.
The Client may terminate an Assignment only upon giving 24 hours’ notice via the Staffscanner App failing which it shall be entitled to terminate an Assignment, but it may do so only upon payment of a sum equal to 50% of the assignment.
The Client may terminate an Assignment only upon giving 24 hours’ notice via the Staffscanner App failing which it shall be entitled to terminate an Assignment, but it may do so only upon payment of a sum equal to 50% of the assignment.
The Client shall not be required to pay Temporary Worker Fees for any absences (for whatever reason) of a Temporary Worker.

Holiday charge is calculated at 1.33x the weekday day rate, subject to rounding. Adjustments may apply due to changes in statutory holiday pay rates or regulatory obligations. The final holiday charge rate will be stated in the invoice breakdown.
Our company is not currently VAT-registered, and therefore, VAT is not charged on our invoices. However, should our VAT status change or should HMRC determine that VAT ought to have been applied to previous invoices, we reserve the right to issue a VAT-only invoice to reflect this. By agreeing to these terms, the client acknowledges and accepts their obligation to pay any such VAT as required under applicable HMRC regulations If the Client fails to make a payment due to Staffscanner under this agreement by the due date, then Staffscanner may, without prejudice to its other rights, suspend the services of Temporary Workers to the Client, and the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause shall be accrued at 8% plus the Bank of Scotland base rate accrued on a daily basis.

7. SURVIVAL

7.1) Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect

7.2) Termination or expiry of this agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

8. ANNOUNCEMENTS

8.1) Neither party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 

9. INDEMNITIES AND INSURANCE

9.1) Temporary Workers are the employees of Staffscanner but are deemed to be under the supervision, direction, and control of the Client from the time they report to take up duties and for the duration of the Assignment. Whilst every effort is made by Staffscanner to give satisfaction to the Client by ensuring reasonable standards of skills, integrity and reliability from Temporary Workers and further provide them in accordance with the Client’s booking details. Staffscanner is not liable for any loss, expense, damage, or delays arising from any failure to provide any Temporary Worker for all or part of the Assignment or from the negligence, dishonesty, misconduct, or lack of skill of the Temporary Worker. For the avoidance of doubt, Staffscanner does not exclude liability for death or personal injury arising from its own negligence.

9.2) The Client agrees to be responsible for all acts, errors, or omissions of the Temporary Worker whether wilful, negligent, or otherwise. The Client shall be responsible for ensuring that the Temporary Worker’s ability, qualifications, and skills are adequate to operate any equipment, machinery and/or vehicles that the Temporary Worker may be called upon to operate and the Client will be solely responsible for any liability whatsoever which may arise from the Temporary Worker’s performance of their duties as established by the Client.

9.3) The Client shall be responsible for ensuring its own compliance in all respects with all statutes including, for the avoidance of doubt, the Working Time Regulations and health and safety legislation, including, in particular, the provision of employer’s and public liability Insurance for the Temporary Worker during all Assignments.

9.4) The Client shall be responsible for ensuring Temporary Workers comply with:

all relevant statutes, laws, regulations, and codes of practice from time to time in force applicable to the performance of an Assignment and applicable to the Client’s business; and
the Client’s health and safety policy and other policies whilst the Temporary Workers are on the Client’s premises or any of the Client’s customers’ or suppliers’ or agents’ (direct or indirect) premises.

9.5)  The Client shall indemnify Staffscanner, and to the extent required from time to time by Staffscanner, its officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) (Indemnify) suffered or incurred by Staffscanner arising out of or in connection with the Client’s negligence, misrepresentation or the breach of any obligation to be performed by the Client under this agreement.  

10. CONFIDENTIALITY

10.1) The Client undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of Staffscanner, except as permitted by Clause 11.2.

10.2) The Client may disclose StaffScanner confidential information:

to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out its obligations under this agreement. The Client shall ensure that its employees, officers, representatives, or advisors to whom it discloses Staffscanners confidential information comply with this Clause 10; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3) The Client shall not use Staffscanner confidential information for any purpose other than to perform its obligations under or in connection with this agreement.

10.4) The Client shall not share login details or access to the Staffscanner App or Platform to anyone outside their organisation without expressly gaining written consent from Staffscanner.

11. DATA PROTECTION

11.1) The following definitions apply in this Clause 11:

Agreed Purposes: The performance by each party of its obligations under this agreement.

Controller, data controller, processor, data processor, data subject, personal data, processing, and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.

Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.

Permitted Recipients: the parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement.

Shared Personal Data: the personal data to be shared between the parties under this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject at the sole discretion of Staffscanner:

Personal data of individuals, which includes: personal contact details such as name, title, addresses, telephone numbers, and personal email addresses; date of birth; gender; marital status and dependants; next of kin and emergency contact information; National Insurance number; Bank account details, payroll records and tax status information; salary, annual leave, pension and benefits information; start date; location of employment or workplace; copy of driving license/passport/identity documents; recruitment information (including copies of right to work documentation, references and other information included in a CV or cover letter or as part of the application process); employment records (including job titles, work history, working hours, training records and professional memberships); compensation history; performance information; disciplinary and grievance information; CCTV footage and other information obtained through electronic means; information about use of information and communications systems; photographs; and

Special categories of personal data of individuals may also be collected, which includes information about race or ethnicity, religious beliefs, sexual orientation, and political opinions; trade union membership; information about health, including any medical condition, health, and sickness records; genetic information and biometric data; information about criminal convictions and offences.

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

11.2) This Clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.

11.3) Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation.

11.4) Each party shall:

Ensure that it has all necessary consents and notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes.
Give full information to any data subject whose personal data may be processed under this agreement of the nature of such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors, and assignees.
Process the Shared Personal Data only for the Agreed Purposes.
Not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients.
Ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less demanding than those imposed by this agreement.
Ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
Do not transfer any personal data outside of the European Economic Area unless the transferor:
- (i) Complies with the provisions of Article 26 of the General Data Protection Regulation (in the event the third party is a joint controller); and
- (ii) Ensures that
  (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 of the General Data Protection Regulation;
  (ii) there are appropriate safeguards in place pursuant to Article 46 of the General Data Protection Regulation; or
  (iii) one of the derogations for specific situations in Article 49 of the General Data Protection Regulation applies to the transfer.

11.5) Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:

Consult with the other party about any notices given to data subjects in relation to the Shared Personal Data.
Promptly inform the other party about the receipt of any data subject access request.
Provide the other party with reasonable assistance in complying with any data subject access request.

12. NO PARTNERSHIP OR AGENCY

12.1) Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

12.2) Each party confirms it is acting on its own behalf and not for the benefit of any other person.

13. VARIATION

Staffscanner have the explicit right to amend/alter/edit any of the terms and conditions within the Terms and Conditions for the supply of temporary workers; including but not limited to rates, fees payable and payment terms. Clients continued acceptance of Temporary Workers is deemed full acceptance to any changes and / or amendments.

14. ENTIRE AGREEMENT

14.1) This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. 

14.2) The Client acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. 

14.3) The Client agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14.4) By engaging a Temporary Worker to perform services, the Client expressly agrees to be bound by these Terms and Conditions. No formal signature shall be required for these Terms and Conditions to become effective.

14.5) While the app facilitates the inclusion of Purchase Orders (POs) for client reference, PO policies do not apply to Staffscanner. By using Staffscanner’s services, clients waive all rights to enforce PO policies against Staffscanner. Orders placed through any means (app, email, phone, website, third parties or any other means) are binding and enforceable regardless of PO reference. 

14.6) We reserve the right to amend the terms and conditions and that continued use of the service constitutes acceptance of the updated terms. 

15. FORCE MAJEURE

Staffscanner shall not be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.  

16. SEVERANCE

16.1) If any provision or part-provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. 

16.2)  If any provision or part-provision of this agreement is deemed deleted under Clause 16.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. 

17. THIRD PARTY RIGHTS

Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. 

18. NOTICES

18.1)  With the exception of notices given by the Client pursuant to Clause 5.2, which may be given by telephone, any notice or other communication given to Staffscanner under or in connection with this agreement shall be in writing and shall be: 

Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office or its principal place of business; or
Sent by email to the address specified in correspondence with the Client.

18.2) Any notice or communication shall be deemed to have been received:

If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address.
If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and

If sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this Clause 18.2(c) business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.

18.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

19. GOVERNING LAW

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Scotland, England, and Wales.

20. JURISDICTION

Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

21. AWR INDEMNITIES

21.1) The Client shall indemnify Staffscanner Staffing and any successor to Staffscanner Staffing, and to the extent required from time to time by Staffscanner Staffing (or any such successor), its officers, agents and employees, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Staffscanner Staffing or any successor to Staffscanner Staffing arising out or in connection with;

a breach or alleged breach of the AWR 2010 by Staffscanner Staffing arising out of any acts or omissions by the Client, its subcontractors or any other intermediaries; or
a breach or alleged breach of the AWR 2010 by the Client, its subcontractors or any other intermediaries.

21.2) Before a Temporary Worker starts an Assignment, Staffscanner Staffing shall notify the Client if either:

the Temporary Worker is a Qualifying Temporary Worker in relation to the Assignment; or
the Temporary Worker will become a Qualifying Temporary Worker during the course of the Assignment, and Staffscanner Staffing shall advise the Client of the applicable Temporary Worker Fees, including any Other Qualifying Payments which may be payable.

21.3) Staffscanner Staffing shall at all times comply with its obligations under the AWR 2010, including providing any Qualifying Temporary Worker with the Relevant Terms and Conditions (as defined in regulation 6 of the AWR 2010) in accordance with regulation 5 of the AWR 2010.

21.4) The Client shall at all times comply with its obligations under the AWR 2010, including providing any Temporary Workers with access to collective facilities and amenities and employment opportunities subject to and in accordance with regulations 12 and 13 of the AWR 2010.

21.5)  If either party receives an allegation that there has been a breach of the AWR 2010 in relation to the supply of a Temporary Worker to the Client by Staffscanner (whether that allegation has been made as a request for information under regulation 16 of the AWR 2010 or otherwise), it shall provide a copy of that allegation to the other party within 7 days of receipt. The parties shall co-operate with each other in responding to that allegation, which shall include supplying any information which may be reasonably requested by the other party, and complying with any reasonable requests in relation to the contents of any response. 

22. Limitation of Liability

(each Client’s particular attention is drawn to this clause 22)

22.1) The limits and exclusions in this clause reflect the insurance cover we have been able to arrange. Each Client is responsible for making its own arrangements for the insurance of any losses it may suffer under or in connection with or arising out of: 

these Terms (for the avoidance of doubt this include Parts 1 and 2 of these Terms);
their use of the Staffscanner App;
their assessment and, where applicable, selection of and interaction and dealings with any other Member;
any Assignment; and
the performance of services by a Temporary Worker.

22.2) Nothing in these Terms limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation; and
any other loss or liability that may not otherwise be limited at law.

22.3) Subject to clauses 22.2 and 22.4, our total aggregate liability to any Client, Client User, and/or Client Member, in respect of all breaches of duty or contract occurring within any contract year shall not exceed the lesser of:

One hundred thousand pounds sterling (£100,000); and
One hundred percent (100%) of the total Temporary Worker Fees received by Staffscanner in respect of all Assignments in which such Member was a party in the 12 months before the first breach occurred.
“contract year”: a contract year means a 12-month period commencing on the date on which the Member’s Account is registered or any anniversary of it.
“total aggregate liability”. Staffscanner total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms. 22.4 This clause

22.4) sets out specific heads of excluded loss and exceptions from them:

(a) Subject to clause 22.2, the following types of loss are wholly excluded under these Terms (whether direct or indirect):  

loss of profits
loss of sales or business.
loss of revenue.
loss of agreements or contracts.
loss of commercial opportunity.
loss of anticipated savings, discount or rebate (whether actual or anticipated).
loss of use or corruption of software, data or information.
harm to reputation or loss of or damage to goodwill.
indirect or consequential loss.

22.5) Subject to clause 22.2, we are not liable to a Client, Client User, Client Member or any third party for:

any losses arising from the negligent, wrongful, dishonest or fraudulent acts or omissions or misrepresentations by or on behalf of any other Member, whether stated or relied upon at the time of Account registration, in a Profile, under or under or in the performance of an Assignment or otherwise;  
any losses arising from the theft, destruction, deletion, disclosure or damage of or to any data, information, computer systems, possessions or materials by another Member, whether under or in the performance of an Assignment or otherwise; or  
any losses or any kind arising from any act, omission, error, mistake, or breach of statutory, or professional duty (whether in contract or tort) of any Temporary Worker, whether negligent, fraudulent, wrongful, reckless or otherwise, and whether or not relating to any Assignment or outside an Assignment.

22.6 Each Client, Client User, and Client Member agrees to indemnify, defend and hold Staffscanner and our directors and employees harmless from and against any and all claims, losses, expenses or demands of liability, including reasonable legal and other professional fees and costs (including VAT) incurred by us in connection with any claim (including an intellectual property claim) arising out of:

the Member Content submitted, posted or transmitted through the Temporary Work Platform by a Client, Client User or Client Member or between Members;
the Client’s, Client User’s, or Client Member’s use of the Staffscanner App in violation of these Terms violation of any applicable law; 
the performance of or the failure to perform an Assignment by a Temporary Worker;  
any employment related claim brought or alleged against Staffscanner caused by or arising out of any act or omission of any Client, Client User, and Client Member.

22.7) This clause 22 shall survive termination of the contractual relationship formed under these Terms or the termination of any Member Account 

I confirm that my continued use of the Staffscanner platform either by means of using the Staffscanner App, Staffscanner website, by calling, emailing the Staffscanner office and booking a Staffscanner member of staff or using a third party booking system or allowing a Temporary Worker to undertake any work shall be deemed acceptance of this contract and the rates at the point of booking a Staffscanner member.  The rates are always available by logging in and accessing the pay settings.  